Common use of Indemnification and Advances Clause in Contracts

Indemnification and Advances. 2.1 The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within fifteen days after the receipt by the Company of a request therefor, accompanied or preceded by reasonable evidence of such Expenses and by an undertaking to repay all Expenses advanced to the extent Indemnitee shall be adjudicated, or determined pursuant to Section 3.2 or 3.3, to be not entitled to indemnification therefor (which undertaking shall be accepted by the Company without reference to Indemnitee's financial ability to repay any such advances). 2.2 Except as specifically provided in Sections 3.1, 3.2 and 3.3, within 60 days after receipt of a request therefor the Company shall indemnify Indemnitee to the full extent permitted by law against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, in connection with any Proceeding or any claim, issue or matter therein. A request for indemnification shall be accompanied by reasonable evidence of the amount for which indemnification is requested, and shall indicate a choice of Independent Counsel, if any, to make any determination pursuant to Section 3.3. 2.3 Notwithstanding any other provision of this Agreement, Indemnitee shall be indemnified against all Expenses attributable to any Proceeding (or any claim, issue or matter relating thereto) which was adjudicated or determined by a court or other body of competent jurisdiction or authority, on the merits or otherwise, in Indemnitee's favor or which was terminated by dismissal or withdrawal with or without prejudice.

Indemnification and Advances. 2.1 The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within fifteen days after the receipt by the Company of a request therefor, accompanied or preceded by reasonable evidence of such Expenses and by an undertaking to repay all Expenses advanced to the extent Indemnitee shall be adjudicated, or determined pursuant to Section 3.2 or 3.3, to be not entitled to indemnification therefor (which undertaking shall be accepted by the Company without reference to Indemnitee's financial ability to repay any such advances). 2.2 Except as specifically provided in Sections 3.1, 3.2 and 3.3, within 60 days after receipt of a request therefor the Company shall indemnify Indemnitee to the full extent permitted by law against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, behalf in connection with any Proceeding or any claim, issue or matter therein. A request for indemnification shall must be accompanied by reasonable evidence of the amount for which indemnification is requested, and shall must indicate a choice of Independent Counsel, if any, to make any determination pursuant to Section 3.3. 2.3 Notwithstanding any other provision of this Agreement, Indemnitee shall be indemnified against all Expenses attributable to any Proceeding (or any claim, issue or matter relating thereto) which was adjudicated or determined by a court or other body of competent jurisdiction or authorityjurisdiction, on the merits or otherwise, in Indemnitee's favor or which was terminated by dismissal or withdrawal with or without prejudice.

Indemnification and Advances. 2.1 The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within fifteen days after the receipt by the Company of a request therefor, accompanied or preceded by reasonable evidence of such Expenses and by an undertaking to repay all Expenses advanced to the extent Indemnitee shall be adjudicated, or determined pursuant to Section 3.2 or 3.3, to be not entitled to indemnification therefor (which undertaking shall be accepted by the Company without reference to Indemnitee's financial ability to repay any such advances). 2.2 Except as specifically provided in Sections 3.1, 3.2 and 3.3, within 60 days after receipt of a request therefor the Company shall indemnify Indemnitee to the full extent permitted by law against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by EXHIBIT 10.27 him or her, or on his or her behalf, behalf in connection with any Proceeding or any claim, issue or matter therein. A request for indemnification shall be accompanied by reasonable evidence of the amount for which indemnification is requested, and shall indicate a choice of Independent Counsel, if any, to make any determination pursuant to Section 3.3. 2.3 Notwithstanding any other provision of this Agreement, Indemnitee shall be indemnified against all Expenses attributable to any Proceeding (or any claim, issue or matter relating thereto) which was adjudicated or determined by a court or other body of competent jurisdiction or authority, on the merits or otherwise, in Indemnitee's favor or which was terminated by dismissal or withdrawal with or without prejudice.. EXHIBIT 10.27

Indemnification and Advances. 2.1 The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within fifteen days after the receipt by the Company of a request therefor, accompanied or preceded by reasonable evidence of such Expenses and by an undertaking to repay all Expenses advanced to the extent Indemnitee shall be adjudicated, or determined pursuant to Section 3.2 or 3.3, to be not entitled to indemnification therefor (which undertaking shall be accepted by the Company without reference to Indemnitee's financial ability to repay any such advances). 2.2 Except as specifically provided in Sections 3.1, 3.2 and 3.3, within 60 days after receipt of a request therefor the Company shall indemnify Indemnitee to the full extent permitted by law against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, behalf in connection with any Proceeding or any claim, issue or matter therein. A request for indemnification shall be accompanied by reasonable evidence of the amount for which indemnification is requested, and shall indicate a choice of Independent Counsel, if any, to make any determination pursuant to Section 3.3.. - E80 - EXHIBIT 10.30 2.3 Notwithstanding any other provision of this Agreement, Indemnitee shall be indemnified against all Expenses attributable to any Proceeding (or any claim, issue or matter relating thereto) which was adjudicated or determined by a court or other body of competent jurisdiction or authority, on the merits or otherwise, in Indemnitee's favor or which was terminated by dismissal or withdrawal with or without prejudice.

Indemnification and Advances. 2.1 The Company shall advance all Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding within fifteen business days after the receipt by the Company of a written request therefor, accompanied or preceded by reasonable reasonably detailed evidence of such Expenses and Expenses. Such written request shall include an undertaking, substantially in the form attached hereto as Exhibit A, by an undertaking or on behalf of Indemnitee to repay all Expenses advanced to the extent Indemnitee shall be finally adjudicated, or determined pursuant to Section 3.1, 3.2 or 3.3, to be not entitled to indemnification therefor (which therefor. The undertaking as described above shall be unsecured, bear no interest and be accepted by the Company without reference to Indemnitee's ’s financial ability to repay any such advances). Advances shall include any and all Expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Repayment shall not be required until after it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. 2.2 Except as specifically provided in Sections 3.1, 3.2 and 3.3, within 60 calendar days after receipt of a request therefor for indemnification from Indemnitee the Company shall indemnify Indemnitee to the full fullest extent permitted by law against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, Indemnitee or on his or her behalf, Indemnitee’s behalf in connection with any Proceeding or any claim, issue or matter therein. A request for indemnification shall must be accompanied by reasonable evidence of the basis of the amount for which indemnification is requested, and shall must indicate a choice of Independent Counsel, if any, to make any determination pursuant to Section 3.3. 2.3 Notwithstanding any other provision of this Agreement, Indemnitee shall be indemnified against all Expenses attributable to actually and reasonably incurred by Indemnitee in connection with any Proceeding (or any claim, issue or matter relating thereto) which was adjudicated or determined by a court or other body of competent jurisdiction or authorityjurisdiction, on the merits or otherwise, in Indemnitee's ’s favor or which was terminated by dismissal or withdrawal withdrawal, with or without prejudice. Without limiting the generality of the foregoing, if any Proceeding is disposed of, on the merits, by settlement (with or without court approval) or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to the Company, (iii) a plea of guilty by Indemnitee, (iv) an adjudication that Indemnitee did not act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or (v) with respect to any criminal action or proceeding, an adjudication that Indemnitee had reasonable cause to believe Indemnitee’s conduct was unlawful, then the Proceeding shall be considered for the purpose of this Agreement to have been resolved in Indemnitee’s favor. For purposes of this Agreement, the termination of any Proceeding by settlement or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. 2.4 If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, penalties, fines or amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any Proceeding or any claim, issue or matter therein, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses, judgments, penalties, fines or amounts paid in settlement to which the Company reasonably believes the Indemnitee is entitled. 2.5 Indemnitee must notify the Company in writing as soon as practicable of any Proceeding for which indemnity will or could be sought by him and provide the Company with a copy of any summons, citation, subpoena, information or other document relating to such Proceeding with which Indemnitee is served. In the event the Company shall be obligated to pay Expenses of Indemnitee in connection with any Proceeding, the Company shall have the right in its sole discretion to assume the defense of such Proceeding, or to participate to the extent permissible in such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld or delayed, upon the delivery to Indemnitee of written notice of its election to do so. Notwithstanding the foregoing, the Company shall not be permitted to settle any Proceeding on behalf of Indemnitee in any manner which would impose any unindemnified liability or penalty on Indemnitee or require any acknowledgment of wrongdoing on the part of Indemnitee without Indemnitee’s written consent. The Company shall not be required to indemnify Indemnitee for any amounts paid in settlement of any Proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed; provided, however, that the Company may in any event decline to consent to (or to otherwise admit or agree to any liability for indemnification hereunder in respect of) any proposed settlement if the Company is also a party in such proceeding and determines in good faith that such settlement is not in the best interests of the Company and its shareholders.). After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any other fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ his own counsel in any such Proceeding at Indemnitee’s own expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized in writing by the Company, or (B) Indemnitee shall have reasonably concluded based on the advice of legal counsel that there is an actual conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled, without the consent of Indemnitee (which consent shall not be unreasonably withheld or delayed), to assume the defense of any claim brought by or in the right of the Company or as to which counsel for Indemnitee shall have reasonably made the conclusion provided for in clause (ii)(B) above. 2.6 Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such Proceeding.

Indemnification and Advances. 2.1 The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within fifteen days after the receipt - E66 - EXHIBIT 10.29 by the Company of a request therefor, accompanied or preceded by reasonable evidence of such Expenses and by an undertaking to repay all Expenses advanced to the extent Indemnitee shall be adjudicated, or determined pursuant to Section 3.2 or 3.3, to be not entitled to indemnification therefor (which undertaking shall be accepted by the Company without reference to Indemnitee's financial ability to repay any such advances). 2.2 Except as specifically provided in Sections 3.1, 3.2 and 3.3, within 60 days after receipt of a request therefor the Company shall indemnify Indemnitee to the full extent permitted by law against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, behalf in connection with any Proceeding or any claim, issue or matter therein. A request for indemnification shall be accompanied by reasonable evidence of the amount for which indemnification is requested, and shall indicate a choice of Independent Counsel, if any, to make any determination pursuant to Section 3.3. 2.3 Notwithstanding any other provision of this Agreement, Indemnitee shall be indemnified against all Expenses attributable to any Proceeding (or any claim, issue or matter relating thereto) which was adjudicated or determined by a court or other body of competent jurisdiction or authority, on the merits or otherwise, in Indemnitee's favor or which was terminated by dismissal or withdrawal with or without prejudice.

Indemnification and Advances. 2.1 The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within fifteen days after the receipt by the Company of a request therefor, accompanied or preceded by reasonable evidence of such Expenses and by an undertaking to repay all Expenses advanced to the extent Indemnitee shall be adjudicated, or determined pursuant to Section 3.2 or 3.3, to be not entitled to indemnification therefor (which undertaking shall be accepted by the Company without reference to Indemnitee's ’s financial ability to repay any such advances). 2.2 Except as specifically provided in Sections 3.1, 3.2 and 3.3, within 60 days after receipt of a request therefor the Company shall indemnify Indemnitee to the full extent permitted by law against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, behalf in connection with any Proceeding or any claim, issue or matter therein. A request for indemnification shall must be accompanied by reasonable evidence of the amount for which indemnification is requested, and shall must indicate a choice of Independent Counsel, if any, to make any determination pursuant to Section 3.3. 2.3 Notwithstanding any other provision of this Agreement, Indemnitee shall be indemnified against all Expenses attributable to any Proceeding (or any claim, issue or matter relating thereto) which was adjudicated or determined by a court or other body of competent jurisdiction or authorityjurisdiction, on the merits or otherwise, in Indemnitee's ’s favor or which was terminated by dismissal or withdrawal withdrawal; with or without prejudice.

Indemnification and Advances. 2.1 The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within fifteen days after the receipt by the Company of a request therefor, accompanied or preceded by reasonable evidence of such Expenses and by an undertaking to repay all Expenses advanced to the extent Indemnitee shall be adjudicated, or determined pursuant to Section 3.2 or 3.3, to be not entitled to indemnification therefor (which undertaking shall be accepted by the Company without reference to Indemnitee's financial ability to repay any such advances). 2.2 Except as specifically provided in Sections 3.1, 3.2 and 3.3, within 60 days after receipt of a request therefor the Company shall indemnify Indemnitee to the full extent permitted by law against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by EXHIBIT 10.28 him or her, or on his or her behalf, behalf in connection with any Proceeding or any claim, issue or matter therein. A request for indemnification shall be accompanied by reasonable evidence of the amount for which indemnification is requested, and shall indicate a choice of Independent Counsel, if any, to make any determination pursuant to Section 3.3. 2.3 Notwithstanding any other provision of this Agreement, Indemnitee shall be indemnified against all Expenses attributable to any Proceeding (or any claim, issue or matter relating thereto) which was adjudicated or determined by a court or other body of competent jurisdiction or authority, on the merits or otherwise, in Indemnitee's favor or which was terminated by dismissal or withdrawal with or without prejudice.. EXHIBIT 10.28

Indemnification and Advances. 2.1 The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within fifteen days after the receipt by the Company of a request therefor, accompanied or preceded by reasonable evidence of such Expenses and by an undertaking to repay all Expenses advanced to the extent Indemnitee shall be adjudicated, or determined pursuant to Section 3.2 or 3.3, to be not entitled to indemnification therefor (which undertaking shall be accepted by the Company without reference to Indemnitee's financial ability to repay any such advances). 2.2 Except as specifically provided in Sections 3.1, 3.2 and 3.3, within 60 days after receipt of a request therefor the Company shall indemnify Indemnitee to the full extent permitted by law against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, in connection with any Proceeding or any claim, issue or matter therein. A request for indemnification shall be accompanied by reasonable evidence of the amount for which indemnification is requested, and shall indicate a choice of Independent Counsel, if any, to make any determination pursuant to Section 3.3. 2.3 Notwithstanding any other provision of this Agreement, Indemnitee shall be indemnified against all Expenses attributable to any Proceeding (or any claim, issue or matter relating thereto) which was adjudicated or determined by a court or other body of competent jurisdiction or authority, on the merits or EXHIBIT 10.34 otherwise, in Indemnitee's favor or which was terminated by dismissal or withdrawal with or without prejudice.

Indemnification and Advances. 2.1 The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within fifteen days after the receipt by the Company of a request therefor, accompanied or preceded by reasonable evidence of such Expenses and by an undertaking to repay all Expenses advanced to the extent Indemnitee shall be adjudicated, or determined pursuant to Section 3.2 or 3.3, to be not entitled to indemnification therefor (which undertaking shall be accepted by the Company without reference to Indemnitee's financial ability to repay any such advances). 2.2 Except as specifically provided in Sections 3.1, 3.2 and 3.3, within 60 days after receipt of a request therefor the Company shall indemnify Indemnitee to the full extent permitted by law against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, in connection with any Proceeding or any claim, issue or matter therein. A request for indemnification shall be accompanied by reasonable evidence of the amount for which indemnification is requested, and shall indicate a choice of Independent Counsel, if any, to make any determination pursuant to Section 3.3. 2.3 Notwithstanding any other provision of this Agreement, Indemnitee shall be indemnified against all Expenses attributable to any Proceeding (or any claim, issue or matter relating thereto) which was adjudicated or determined by a court or other body of competent jurisdiction or authority, on the merits or otherwise, in Indemnitee's favor or which was terminated by dismissal or withdrawal with or without prejudice.a